Regulatory News:
Toreador Resources Corporation (NASDAQ: TRGL) (Paris: TOR) ("Toreador”)
and ZaZa Energy, LLC ("ZaZa”), a privately held oil and gas company
based in Houston, Texas, today announced that on August 9, 2011, they
signed a definitive agreement to combine the companies. The combined
portfolio comprises three areas – the Eagle Ford core and the emerging
Eagle Ford/Woodbine ("Eaglebine”) resource plays in Texas and the Paris
Basin in France with a current total of 423,000 net acres. Both the
Eagle Ford and Paris Basin businesses have strategic partnerships with
subsidiaries of Hess Corporation. Based on the closing share price of
Toreador on Tuesday, August 9, 2011, the implied market capitalization
for the combined company is approximately $294 million.
Under the terms of the transaction, ZaZa equity holders will receive
approximately 76.2 million shares, representing 75 percent of the new
company, ZaZa Energy Corporation (the "Company”), as well as $50 million
in notes or cash. Toreador stockholders will receive approximately 25.4
million shares, representing 25 percent of the new Company. The
transaction has been unanimously approved by the Toreador Board of
Directors and the equity holders of ZaZa.
The Company will be headquartered in Houston, Texas, with offices in
Corpus Christi, Texas and Paris, France, and is expected to trade on the
NASDAQ under the stock ticker symbol "ZAZA”. The transaction is subject
to Toreador stockholder approval, regulatory approvals and other
customary closing conditions. The transaction is expected to close in
the fourth quarter of 2011.
In the Eagle Ford core, ZaZa holds 123,000 gross acres; the joint
venture work program forecasts over 280 wells drilled by the end of
2013. In the Eaglebine, leasing is underway to expand the existing
70,000 gross acres to over 100,000 gross acres within the next 12
months. ZaZa has been in discussions with potential joint venture
partners for the Eaglebine acreage and plans to spud a first well by the
first quarter of 2012. In the Paris Basin, a one-rig oil exploration
drilling program targeting traditional reservoirs is expected to
commence by late 2011. The Liassic drilling program comprising six wells
(without the use of hydraulic fracturing) is expected to commence by
year-end pending final review of permits by the French Administration.
Net production in the Eagle Ford core and the Paris Basin is expected to
exceed 1,100 boe/d by year-end 2011, increasing to 5,000 boe/d by the
end of 2013, which does not include any contribution from future
drilling in the Eaglebine, Paris Basin conventional or Liassic.
Mr. Adam Kroloff, Toreador non-executive Chairman, said, "This
combination offers a strategically distinctive international E&P
investment opportunity. Together with ZaZa, we are offering stockholders
access to the rapid growth of the Eagle Ford and will also maintain
attractive exposure to the potential of the Paris Basin."
Mr. Craig McKenzie, Toreador President and CEO, said, "The new company
brings together two skilled teams and a complementary set of assets in
the Eagle Ford and Paris Basin. This will deliver an immediate and
sustainable production increase as well as secure a robust inventory of
growth projects that we expect to accelerate to the benefit of all
stakeholders.”
Mr. Todd Brooks, Co-Founder and Managing Partner, Land, Legal and
Finance, of ZaZa, said, "Our combination with Toreador is the
culmination of our efforts over the past two years to diversify our
asset base while building a growth oriented company and exploiting one
of the most economic shale plays in the continental United States. ”
Mr. John Hearn, Jr., Co-Founder and Managing Partner, Geosciences, of
ZaZa, said, "As a first mover, we have captured sizeable land holdings
in the oil and gas condensate windows of the Eagle Ford core with
further expansion available. Our combined geoscience team is excited
about developing the Eaglebine and the Paris Basin. ”
Mr. Gaston Kearby, Co-Founder and Managing Partner, Operations, of ZaZa,
said, "Successful resource play exploitation hinges on operational
excellence; our drilling and completions team is world class and we look
forward to working with the team at Toreador. Our combined operational
capabilities will allow the Company to fully exploit its expanding asset
portfolio.”
ZaZa Energy, LLC and the Eagle Ford
ZaZa Energy, LLC is a privately held oil & gas company focused on the
exploration and development of both conventional and unconventional
reserves in the United States. An early mover in Eagle Ford, ZaZa
Energy, LLC currently holds approximately 200,000 gross acres in the
trend, including 70,000 gross acres in the Eaglebine. These holdings
include more than 123,000 gross acres in the core area of the trend
being developed through a joint venture. ZaZa Energy, LLC is the
operator and holds a 10 percent carried working interest through
completion of approximately 200 wells of the forecast 280 wells in the
Eagle Ford core. The joint venture is currently operating three rigs in
the Eagle Ford with expectations of going to four rigs in the Eagle Ford
core and one rig in Eaglebine in the first quarter of 2012. In the Eagle
Ford core, ZaZa has drilled 14 wells and is expected to drill a total of
30 wells by year-end 2011. Additional land acquisition has been provided
for under the terms of the joint venture.
The Eagle Ford is a shale formation located in South Texas. The
formation produces at depths between 4,000 and 14,000 feet, and has
responded well to fracture stimulation making it one of the
fastest-growing oil shale plays in the US. The Eagle Ford has attracted
many oil companies within the past few years due to its high liquids
yields and is expected to be one of the highest producing shale plays in
North America. Public data suggests that industry production growth from
the Eagle Ford is expected to increase 500 percent in five years, from
2010 levels of 70,000 boe/d to an average of 421,000 boe/d in 2015.
Toreador Resources Corporation and the Paris Basin
Toreador holds interests in developed and undeveloped oil properties in
the Paris Basin, France. The Paris Basin has been an oil-producing
region for more than 50 years, with production of approximately 10,000
bopd in 2010 and cumulative production of almost 300 million barrels of
oil. Toreador’s conventional oil program production rates are
approximately 880 bopd; proved reserves were 5.5 million barrels of oil
as of year-end 2010. Toreador has exploration permits totaling 340,000
net acres with its partner, making it the largest permit holder in the
core of the Paris Basin.
Currently, Toreador’s plan is to proceed with the six well drilling
program with its partner in late 2011, in full compliance with the
revised regulatory regime.
Corporate Governance
Upon closing of the transaction, it is anticipated that Craig McKenzie
will become the President and Chief Executive Officer of the Company.
Under the terms of the agreement, ZaZa has the right to appoint seven
members and Toreador has the right to appoint two members to the Board
of Directors. The Board of Directors and management team of the Company
will be announced prior to closing of the transaction.
Conference Call
A conference call is scheduled at 12:00pm Eastern time to discuss the
transaction. Listeners may access this call by dialing +1 (866)
271-5140. The ID# for this call is 61059791. Listeners outside the U.S.
may access the call by dialing (001) 617-213-8893 (toll charges apply),
and using the same conference ID number 61059791. This conference call
will also be webcast. Listeners may access the webcast by accessing the
investor relations section of the Toreador website at www.toreador.net.
The webcast can also be accessed at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=131837&eventID=4176484.
A series of presentation slides will be used during this call. These
slides may be accessed on the Toreador and ZaZa transaction website www.ToreadorZaza.MergerAnnouncement.com.
These materials can also be accessed by selecting the Investor Relations
page on the Toreador website.
A replay of this conference will be available for 14 days after the call
by dialing +1 (888) 286-8010 within the U.S. or (001) 617-801-6888 from
outside the U.S. using ID number 83456554. Additionally, the webcast
link above may be used for replay up to twelve months.
Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group,
Inc., is acting as financial advisor to ZaZa, Andrews Kurth and Baker
Botts are providing legal advice to ZaZa, and KPMG is providing tax
advice to ZaZa. RBC Capital Markets is acting as financial advisor to
Toreador, and Fried Frank Harris Shriver & Jacobson LLP is providing
legal advice to Toreador. McKenna Long and Aldridge LLP is providing
legal advice to the Board of Directors of Toreador.
About Toreador
Toreador Resources Corporation is an international energy company
engaged in the acquisition, development, exploration and production of
crude oil. The company holds interests in developed and undeveloped oil
properties in France. More information about Toreador may be found at
the company's web site, www.toreador.net.
About Zaza Energy, LLC
Headquartered in Houston, Texas, ZaZa Energy LLC is a privately held oil
& gas company focused on the exploration and development of both
conventional and unconventional reserves with primary assets in the
Eagle Ford resource play. More information about ZaZa may be found at
the company's web site, www.zazaenergy.com.
Safe Harbor Statement
Except for the historical information contained herein, the matters set
forth in this news release are "forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Toreador
intends that all such statements be subject to the "safe-harbor”
provisions of those Acts. Many important risks, factors and conditions
may cause Toreador’s actual results to differ materially from those
discussed in any such forward-looking statement. These risks include,
but are not limited to, estimates of reserves, estimates of production,
future commodity prices, exchange rates, interest rates, geological and
political risks, drilling risks, product demand, transportation
restrictions, actual recoveries of insurance proceeds, the ability of
Toreador to obtain additional capital, and other risks and uncertainties
described in the company’s filings with the Securities and Exchange
Commission. The historical results achieved by Toreador are not
necessarily indicative of its future prospects. The company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Important Information
ZaZa Energy Corporation, the new company that will be established in
connection with the proposed transaction, will file a registration
statement and Toreador Resources Corporation will file a proxy statement
with the Securities and Exchange Commission (the "SEC”).
Investors are urged to read the registration statement and proxy
statement (including all amendments and supplements to it) when they
become available because they will contain important information.
Investors may obtain free copies of the registration statement and proxy
statement when it becomes available, as well as other filings containing
information about Toreador Resources Corporation and ZaZa Energy
Corporation, without charge, at the SEC’s Internet site (www.sec.gov).
These documents may also be obtained for free from Toreador’s Investor
Relations web site (www.toreador.net)
or by directing a request to Toreador at Toreador at: Investor
Relations, Toreador Resources Corporation, c/o Toreador Holding SAS, 5
rue Scribe, Paris France, 75009.
